8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 4, 2015

The Priceline Group Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-25581	06-1528493
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

800 Connecticut Avenue, Norwalk, Connecticut	06854
(Address of principal office)	(zip code)

N/A 

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425

o Soliciting material pursuant to Rule 14a-12  under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4c  under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 4, 2015, The Priceline Group Inc. (the "Company") first used a new form of performance share unit agreement (the "Form PSU Agreement") under the Company's 1999 Omnibus Plan (the "Plan") with respect to 2015 performance share unit awards to its named executive officers. The Form PSU Agreement provides for the grant of performance share units to named executive officers, which generally vest at the end of three years of service but only result in the issuance of shares if the Company achieves a specified threshold of Cumulative Consolidated Adjusted EBITDA (as defined in the Form PSU Agreement). The exact number of shares issuable pursuant to the Form PSU Agreement depends on the Company's performance against Cumulative Consolidated Adjusted EBITDA targets set by the Committee for the performance period, and can range from 0 shares to 2x the nominal number of shares subject to the performance share units. The foregoing description of the Form PSU Agreement is a summary only and is qualified in its entirety by reference to the form agreement, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On March 5, 2015, the Company entered into a Second Amended and Restated Employment Agreement (the "New Employment Agreement") with Darren Huston, the Company's President and Chief Executive Officer to effect certain amendments to his prior employment agreement (the "Prior Agreement"). The New Employment Agreement amends the Prior Agreement to, among other things (i) increase Mr. Huston's annual base salary, effective January 1, 2015, from $750,000 to $865,000 (payable in Euros so long as Mr. Huston is based in The Netherlands and subject to annual foreign exchange rate adjustments); (ii) reimburse Mr. Huston for car service expenses incurred while attending to the business and affairs of the Company, in an amount not to exceed 75,000 Euros per year; (iii) eliminate certain benefits related to reimbursement of certain personal and family airfare costs and family education expense reimbursement; and (iv) reflect the change in the Company's name and make other changes to reflect the passage of time since the execution of the Prior Agreement. Except as described, the New Employment Agreement is substantially the same as the Prior Agreement. The foregoing description of the New Employment Agreement is a summary only and is qualified in its entirety by reference to the New Employment Agreement, which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

On March 4, 2015, the Company's subsidiary, priceline.com LLC, entered into a transition agreement (the "Transition Agreement") with Chris Soder related to his transition from chief executive officer of the Company's priceline.com business to Chairman of the Company's priceline.com business. The Transition Agreement provides that, effective April 1, 2015, Mr. Soder will cease to be the chief executive officer of the Company's priceline.com business and will become the Chairman of that business. It is anticipated that Mr. Soder will serve in that role until at least March 5, 2016. The Transition Agreement also provides, among other things, that Mr. Soder (a) will continue to receive his current annual base salary of $360,000 until April 30, 2015 and will receive an annual base salary of $50,000 thereafter; (b) will continue to participate in employee benefit plans (other than long-term incentive compensation plans); (c) will be eligible for a target bonus of $291,333.33 for 2015; (d) will continue to vest in his 2013 performance share unit award in accordance with its terms except that Mr. Soder will vest in full in such equity award if he is terminated without "Cause" prior to March 5, 2016 and that the concept of a resignation for "Good Reason" no longer applies to such equity award; and (e) has forfeited all other outstanding equity awards previously granted by the Company and not fully vested as of March 4, 2015. The foregoing description of the Transition Agreement is a summary only and is qualified in its entirety by reference to the Transition Agreement, which is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Item 9.01.           Financial Statements and Exhibits

(d)    Exhibits

Exhibit

99.1 2015 Form of Performance Share Unit Agreement under the Company's 1999 Omnibus Plan.

99.2 Second Amended and Restated Employment Agreement dated March 5, 2015 by and between the Company, Booking.com Holding B.V. and Darren R. Huston.

99.3 Transition Agreement dated March 4, 2015 by and between priceline.com LLC and Chris Soder.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PRICELINE.COM INCORPORATED
By:	/s/ Peter J. Millones
	Name: Peter J. Millones
	Title: Executive Vice President, General Counsel and Secretary

Date:  March 6, 2015

EXHIBIT INDEX

Exhibit

99.1 2015 Form of Performance Share Unit Agreement under the Company's 1999 Omnibus Plan.

99.2 Second Amended and Restated Employment Agreement dated March 5, 2015 by and between the Company, Booking.com Holding B.V. and Darren R. Huston.

99.3 Transition Agreement dated March 4, 2015 by and between priceline.com LLC and Chris Soder.

EX-99.1

Exhibit 99.1

PRICELINE.COMINCORPORATED 1999 OMNIBUS PLAN

PERFORMANCE SHARE UNIT AGREEMENT

THIS PERFORMANCE SHARE UNIT AGREEMENT (this “Agreement”) is made by and between The Priceline Group Inc., a Delaware corporation, with its principal United States office at 800 Connecticut Avenue, Norwalk, Connecticut 06854 (the “Company”), and the Participant, as of the Grant Date in 2015, which is set forth on the Morgan Stanley StockPlan Connect portal, a secure third-party vendor website used by the Company (to be referred to herein as the “Grant Summary”). Pursuant to terms of the priceline.com Incorporated 1999 Omnibus Plan, as amended (the “Plan”), the Compensation Committee of the Board (the “Committee”) has authorized this Agreement.

Unless otherwise indicated, any capitalized term used herein, but not defined herein, shall have the meaning ascribed to such term in the Plan.

1. Definitions

(a)“Company” shall mean The Priceline Group Inc. and any of its Subsidiaries and Affiliates.

(b)“Consolidated Adjusted EBITDA” shall mean the Company’s operating income, excluding depreciation and amortization expense and including the impact of foreign currency transactions and other expense, all determined in accordance with U.S. GAAP (except as provided below), adjusted for the impact of those items excluded from and/or included in the non-GAAP financial metric “Adjusted EBITDA,” as publicly disclosed annually or quarterly, as applicable, by the Company in connection with the Company’s annual and quarterly earnings announcements and as could be further adjusted as described below. Consolidated Adjusted EBITDA as publicly disclosed typically excludes and/or includes items that are, among other things, non-cash in nature, or related to unusual or non-recurring events, or in response to changes in laws or regulations, or to account for gains, losses or expenses determined to be extraordinary or unusual in nature or infrequent in occurrence, or are unpredictable as to amount or timing, not driven by core operating results and render comparisons with prior periods less meaningful, or related to the acquisition of a business or a segment of a business or the disposition of a business or a segment of a business (including associated legal, accounting, banker or other third-party fees, filing fees and other transaction costs), or related to a change in accounting principles. Consolidated Adjusted EBITDA shall also be adjusted (except to the extent Consolidated Adjusted EBITDA already reflects the following adjustments) (i) to exclude, to the extent reasonably quantifiable in the good faith estimate of the Company, the financial results from any acquisition of a business or a segment of a business or to include the prospective forecasted results for any disposition of a business or a segment of a business consummated during the Performance Period, and (ii) to exclude the on-going impact of changes in accounting principles. Without limiting the generality of the foregoing, it is anticipated that a “business” or “segment of a business” would typically involve more than an asset (such as a URL) or group of assets (such as a set of patents), and would generally include the generation of profits/losses, employees and some amount of goodwill. Notwithstanding the foregoing, in determining Consolidated Adjusted EBITDA, the Committee shall have the authority to make

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Exhibit 99.1

additional adjustments that it considers, in its good faith judgment, necessary or appropriate to maintain the intent and principles consistent with the foregoing adjustments. Due to the fact that Consolidated Adjusted EBITDA is comprised of items denominated in several foreign currencies, for purposes of expressing Consolidated Adjusted EBITDA in the single currency of U.S. dollars, the Committee shall have designated, on or before the Grant Date, (A) the portions of the Consolidated Adjusted EBITDA attributable to select Company businesses that shall be considered attributed to amounts denominated in various select currencies and (B) fixed exchange rates between such currencies and the U.S. dollar, as established for the Performance Period, to calculate the Consolidated Adjusted EBITDA hereunder in U.S. dollars.

(c)“Continuous Service” shall mean the Participant’s service with the Company or any Subsidiary or Affiliate whether as an employee, director or consultant, which is not interrupted or terminated.

(d)“Cumulative Consolidated Adjusted EBITDA” shall mean the Consolidated Adjusted EBITDA during the Performance Period, calculated on a cumulative basis, net of any losses.

(e)“Determination Date” shall mean March 4, 2018.

(f)“Disability” shall mean that (i) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months or (ii) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company.

(g)“Good Reason” shall mean (i) a material diminution in the Participant’s authority, duties or responsibilities, (ii) relocation of the Company’s executive office in Norwalk, Connecticut to a location more than thirty-five (35) miles from its current location or more than thirty-five (35) miles further from the Participant’s residence at the time of relocation, or (iii) any material breach of an employment agreement, if any, that is in effect at any time between the Participant and the Company.

Before a termination by the Participant will constitute termination for Good Reason, the Participant must give the Company a Notice of Good Reason within ninety (90) calendar days following the occurrence of the event that constitutes Good Reason. Failure to provide such Notice of Good Reason within such 90-day period shall be conclusive proof that the Participant shall not have Good Reason to terminate employment.

Good Reason shall exist only if (A) the Company fails to remedy the event or events constituting Good Reason within thirty (30) calendar days after receipt of the Notice of Good Reason from the Participant and (B) the Participant terminates his or her employment within sixty (60) days after the end of the period set forth in clause (A) above. If the Participant determines that Good Reason for termination exists and timely files a Notice of Good Reason, such determination shall

2

Exhibit 99.1

be presumed to be true and the Company will have the burden of proving that Good Reason does not exist.

(h)“Notice of Good Reason” means a written notice by the Participant to the Company which sets forth in reasonable detail the specific reason for a termination of employment for Good Reason and the facts and circumstances claimed to provide a basis for such termination and is provided to the Company in accordance with the terms set forth in Section 1(g) hereof.

(i)“Performance Period” shall mean the period commencing on January 1, 2015 and ending on December 31, 2017.

(j)“Stock” shall mean shares of common stock, par value $0.008, of the Company.

(k)“Target Amount” shall have the meaning given such term under Section 2.

(l)“Vesting Factor” means the factor by which to multiply the Target Amount determined in accordance with the following table:

If the Cumulative Consolidated Adjusted EBITDA for the Performance Period is:	Then the Vesting Factor or Vesting Factor Range is:
Less than $__________	0x
Equal to or greater than $__________, but less than $__________	0x to 1x
Equal to or greater than $__________, but less than $__________	1x
Equal to or greater than $__________, but less than $__________	1x to 2x
Equal to or greater than $__________	2x

2. The Grant

Subject to the terms and conditions set forth herein, the Participant hereby is granted on the Grant Date in 2015 the number of Performance Share Units as indicated on the Grant Summary for the corresponding Grant Date in 2015 (the “Target Amount”).

3. Vesting; Effect of Termination of Continuous Service; Change in Control

(a)Vesting at End of Performance Period. If the Participant remains in Continuous Service through and including the Determination Date and no Change in Control occurs prior to the Determination Date, then the Participant shall be entitled to receive a number of shares of Stock determined by multiplying the Target Amount by the Applicable Vesting Factor. The “Applicable Vesting Factor” shall be equal to either (i) the sole Vesting Factor that corresponds to the actual Cumulative Consolidated Adjusted EBITDA set forth in the table in Section 1(l) above in the event there is no Vesting Factor Range, or (ii) if there is a Vesting Factor Range, the sum of (A) the lowest Vesting Factor in the applicable Vesting Factor Range that corresponds to the actual Cumulative

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Exhibit 99.1

Consolidated Adjusted EBITDA set forth in the table in Section 1(l) above, plus (B) the ProRata Vesting Factor Increase. The “ProRata Vesting Factor Increase” is the quotient of (1) the excess of the actual Cumulative Consolidated Adjusted EBITDA over the lowest Cumulative Consolidated Adjusted EBITDA in the range of numbers in which the actual Cumulative Consolidated Adjusted EBITDA falls (set forth in the table in Section 1(l) above), divided by (2) the result of a fraction, the numerator of which is the difference between the lowest and highest Cumulative Consolidated Adjusted EBITDA in the range of numbers in which the actual Cumulative Consolidated Adjusted EBITDA falls (set forth in the table in Section 1(l) above), and the denominator of which is the difference between the lowest and highest applicable Vesting Factor in the applicable Vesting Factor Range (set forth in the table in Section 1(l) above). All shares of Stock to be issued to the Participant under this Section 3(a), if any, shall be issued to the Participant as soon as practicable after the Determination Date but in no event later than March 15, 2018. If the Participant becomes entitled to any shares of Stock under this Section 3(a), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.

(b)Termination for Cause. If, prior to the Determination Date, the Participant’s Continuous Service is (i) terminated by the Companyfor Cause or (ii) voluntarily terminated by the Participant other than on account of Good Reason, death or Disability, then the Participant shall receive no shares of Stock under this Agreement. For purposes of this Agreement, “Cause” shall have the meaning as set forth in the Plan and shall also include a material breach by the Participant of any non-competition, non-solicitation or other similar restrictive covenant that the Participant has entered into with the Company or a Subsidiary.

(c)Termination Prior to a Change in Control. If, prior to the Determination Date and prior to a Change in Control, the Participant’s Continuous Service is terminated by the Company other than for Cause or by the Participant on account of Good Reason, death or Disability, then the Participant’s Performance Share Unit number shall be determined (or that of the Participant’s designated beneficiary in the event of the Participant’s death) in accordance with Exhibit 1, and the Participant shall at the time of such termination be vested in a number of shares of Stock determined by the product of (i) such Performance Share Unit number, multiplied by (ii) a fraction, the numerator of which is the lesser of 36 or the number of full months completed since January 1, 2015 as of the date of such termination, and the denominator of which is 36. Subject to Section 3(f), all shares of Stock to be issued to the Participant under this Section 3(c), if any, shall be issued to the Participant (or the Participant’s designated beneficiary in the event of the Participant’s death) as soon as practicable after the Participant’s Continuous Service is terminated but in no event later than March 15 of the calendar year following the calendar year in which the Participant’s Continuous Service is terminated (or, if the Participant’s Continuous Service is terminated on or after January 1, 2018, March 15, 2018). If the Participant becomes entitled to any shares of Stock under this Section 3(c), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.

(d)Change in Control. If a Change in Control occurs prior to the Determination Date and the Participant remains in Continuous Service through and including the Determination Date, then, subject to Sections 6(c) and 6(d), the Participant’s Performance Share Unit number shall be determined in accordance with Exhibit 1, and the Participant shall be vested in (i) if the Change in

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Exhibit 99.1

Control occurs prior to January 1, 2018, the sum of (A) a number of shares of Stock determined by multiplying such Performance Share Unit number by a fraction, the numerator of which is the lesser of 36 and the number of full months completed since January 1, 2015 as of the date of such Change in Control, and the denominator of which is 36, and (B) a number of shares of Stock equal to the product of the Target Amount, multiplied by the fraction, the numerator of which is the number of full months that have been completed during the period commencing on the Change in Control and ending on December 31, 2017 (plus one (1) if the Change in Control occurs on any day of the month other than the first or last day), and the denominator of which is 36, or (ii) if the Change in Control occurs on or after January 1, 2018, a number of shares of Stock equal to the Performance Share Unit number. All shares of Stock to be issued to the Participant under this Section 3(d), if any, shall be issued to the Participant as soon as practicable after the Determination Date but in no event later than March 15, 2018. If the Participant becomes entitled to any shares of Stock under this Section 3(d), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.

(e)Termination Coincident with or Following a Change in Control. If a Change in Control occurs prior to the Determination Date, and the Participant’s Continuous Service is terminated prior to the Determination Date in connection with such Change in Control or following such Change in Controlby the Company other than for Cause or by the Participant on account of Good Reason, death or Disability, then, subject to Sections 6(c) and 6(d), the Participant’s Performance Share Unit number (or that of the Participant’s designated beneficiary in the event of the Participant’s death) shall be determined in accordance with Exhibit 1, and the Participant shall be vested at the time of such termination in (i) if the termination occurs prior to January 1, 2018, the sum of (A) a number of shares of Stock determined by multiplying such Performance Share Unit number by a fraction, the numerator of which is the lesser of 36 and the number of full months completed since January 1, 2015 as of the effective date of such Change in Control, and the denominator of which is 36, and (B) a number of shares of Stock equal to the product of the Target Amount, multiplied by the fraction, the numerator of which is the number of full months that have been completed during the period commencing on the effective date of the Change in Control and ending on the earlier of December 31, 2017 or the date of such termination (plus one (1) if the termination occurs on any day of the month other than the first or last day), and the denominator of which is 36, or (ii) if the termination occurs on or after January 1, 2018, a number of shares of Stock equal to the Performance Share Unit number. Subject to Section 3(f), all shares of Stock to be issued to the Participant under this Section 3(e) as a result of the Participant’s termination of Continuous Service on or after the effective date of the Change in Control, if any, shall be issued to the Participant (or the Participant’s designated beneficiary in the event of the Participant’s death) as soon as practicable after the Participant’s Continuous Service is terminated but in no event later than March 15 of the calendar year following the calendar year in which the Participant’s Continuous Service is terminated (or, if the Participant’s Continuous Service is terminated on or after January 1, 2018, March 15, 2018). If the Participant becomes entitled to any shares of Stock under this Section 3(e), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.

(f)Notwithstanding anything in this Agreement to the contrary, if the Participant is a “specified employee” (within the meaning of Section 409A of the Code) and the issuance of the

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Exhibit 99.1

shares of Stock pursuant to Sections 3(c) or 3(e) is considered to be a “deferral of compensation” (as such phrase is defined for purposes of Section 409A of the Code), then the Participant’s date of issuance of the shares of Stock shall be the date that is the first day of the seventh month after the date of the Participant’s “separation from service” with the Company (determined in accordance with Section 409A of the Code).

(g)For purposes of calculations made under this Section 3, results shall be rounded to the nearest 100^th using the common rounding method (i.e., increase the last digit by 1 if the next digit is 5 or more).

4. Nontransferability of Grant

Except as otherwise provided herein or in the Plan, no Performance Share Units shall be assigned, negotiated, pledged, or hypothecated in any way or be subject to execution, attachment or similar process. No transfer of the Participant’s rights with respect to such Performance Share Units, whether voluntary or involuntary, by operation of law or otherwise, shall be permitted. Immediately upon any attempt to transfer such rights, such Performance Share Units, and all of the rights related thereto, shall be forfeited by the Participant.

5. Distribution and Voting Rights

Performance Share Units shall have no distribution, dividend or voting rights, and the Participant will have no rights as a stockholder of the Company by virtue of any Performance Share Unit awarded to the Participant until shares of Stock, if any, are issued to the Participant as described in this Agreement.

6. Stock; Adjustment Upon Certain Events

(a)Stock to be issued under this Agreement, if any, shall be made available, at the discretion of the Board, either from authorized but unissued Stock, from issued Stock reacquired by the Company or from Stock purchased by the Company on the open market specifically for this purpose.

(b)The existence of this Agreement and the Performance Share Units granted hereunder shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company or any affiliate, any issue of bonds, debentures, preferred or prior preference stocks ahead of or affecting the Stock, the authorization or issuance of additional shares of Stock, the dissolution or liquidation of the Company or any affiliate or sale or transfer of all or part of the assets or business of the Company or any affiliate, or any other corporate act or proceeding.

(c)Upon a Change in Control, the purchaser(s) of the Company’s assets or stock or the surviving entity in a merger or consolidation may, in his, her or its discretion, deliver to the Participant the same kind of consideration that is delivered to the stockholders of the Company as a result of such Change in Control, or the Board may cancel all outstanding Performance Share Units in

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Exhibit 99.1

exchange for consideration in cash or in kind which consideration in both cases shall be determined by the Board.

(d)In the event of any dividend or other distribution (whether in the form of cash, Stock, or other property), recapitalization, Stock split, reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event that affects the Stock such that an adjustment is required in order to prevent dilution or enlargement of the rights of holders of Performance Share Units under the Plan, then the Committee shall make such equitable changes or adjustments to any or all of (i) the number and kind of shares of Stock or other property (including cash) that may thereafter be issued in connection with the Performance Share Units granted under the Plan, (ii) the number and kind of shares of Stock or other property (including cash) issued or issuable in respect of outstanding Performance Share Units, (iii) performance targets, and (iv) any individual limitations applicable to the Performance Share Units granted under the Plan.

7. Determinations

The Committee (by proper delegation or otherwise) shall determine the extent to which an award has been earned, if at all, in accordance with Section 3 of this Agreement on or prior to the Determination Date. Such determination and all other determinations, interpretations or other actions made or taken pursuant to the provisions of this Agreement by the Committee in good faith shall be final, conclusive and binding for all purposes and upon all persons, including, without limitation, the Participant and the Company, and their respective heirs, executors, administrators, personal representatives and other successors in interest.

8. Other Conditions

The transfer of any Stock under this Agreement, if any, shall be effective only at such time as counsel to the Company shall have determined that the issuance and delivery of such Stock is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which Stock is traded.

9. Subject to Clawback Policy

Notwithstanding anything in this Agreement to the contrary, the Performance Share Units covered by this Agreement are subject to the terms and provisions of the Company’s clawback policies as may be in effect from time to time to the extent provided for under such policies.

10. Withholding Taxes

The Participant shall be liable for any and all taxes and contributions of any kind required by law to be withheld or made with respect to the delivery of any shares of Stock under this Agreement. The Participant agrees that the Participant’s employer may, in its discretion, (a) require the Participant to remit to the Company on the date on which the Participant becomes the owner of shares of Stock under this Agreement cash in an amount sufficient to satisfy all applicable required withholding taxes and social security or other contributions related to such vesting, (b) deduct from

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Exhibit 99.1

his or her regular salary payroll cash, on a payroll date coincident with or following the date on which the Participant becomes the owner of shares of Stock under this Agreement, in an amount sufficient to satisfy such obligations, or (c) withhold from the total number of shares of Stock the Participant is to receive on a determination date a number of shares that has a total value equal to the amount necessary to satisfy any and all such obligations.

11. Distribution of Stock

Subject to Section 8, the Company shall cause the Participant to be the record owner of any shares of Stock that the Participant becomes entitled to receive under this Agreement in accordance with the payment terms described in Section 3.

12. Incorporation of the Plan

The Plan, as it exists on the date of this Agreement and as amended from time to time, is hereby incorporated by reference and made a part hereof, and the Performance Share Units and this Agreement shall be subject to all terms and conditions of the Plan. In the event of any conflict between the provisions of this Agreement and the provisions of the Plan, the terms of the Plan shall control, except as expressly stated otherwise.

13. Miscellaneous

(a)This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal legal representatives, successors, trustees, administrators, distributees, devisees and legatees. Subject to Sections 6(c) and 6(d), the Company shall assign to, and require, any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree in writing to perform this Agreement. Notwithstanding the foregoing, this Agreement may not be assigned by the Participant.

(b)The Participant acknowledges that the Company intends for the information contained in Section 1(l) and Exhibit 1 hereof to remain confidential. Notwithstanding any other provision hereof, the Participant’s entitlement to any award or payment hereunder is contingent upon the Participant maintaining the confidentiality of the information contained in Section 1(l) and Exhibit 1. The Participant agrees that he or she shall not disclose or cause the disclosure of such information and shall hold such information confidential.

(c)No modification or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the party against whom it is sought to be enforced. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Participant. This Agreement shall be administered in a manner consistent with this intent. References to Section 409A of the Code will also include any regulations or any other formal guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

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Exhibit 99.1

(d)This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one agreement.

(e)The failure of any party hereto at any time to require performance by another party of any provision of this Agreement shall not affect the right of such party to require performance of that provision, and any waiver by any party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.

(f)The headings of the sections of this Agreement have been inserted for convenience of reference only and shall in no way restrict or modify any of the terms or provisions hereof.

(g)The Company shall pay all fees and expenses necessarily incurred by the Company in connection with this Agreement and will from time to time use its reasonable efforts to comply with all laws and regulations which, in the opinion of counsel to the Company, are applicable thereto.

(h)All notices, consents, requests, approvals, instructions and other communications provided for herein shall be in writing and validly given or made when delivered, or on the second succeeding business day after being mailed by registered or certified mail, whichever is earlier, to the persons entitled or required to receive the same, at the addresses set forth at the heading of this Agreement or to such other address as either party may designate by like notice. Notices to the Company shall be addressed to its principal office, attention of the Company’s General Counsel.

(i)The Plan, this Agreement and the Grant Summary constitute the entire Agreement and understanding between the parties with respect to the matters described herein and supersede all prior and contemporaneous agreements and understandings, oral and written, between the parties with respect to such subject matter.

(j)This Agreement shall be governed and construed and the legal relationships of the parties determined in accordance with the laws of the state of Delaware without reference to principles of conflict of laws.

(k)The Company represents and warrants that it is duly authorized by its Board and/or the Committee (and by any other person or body whose authorization is required) to enter into this Agreement, that there is no agreement or other legal restriction which would prevent it from entering into, and carrying out its obligations under, this Agreement, and that the officer signing this Agreement is duly authorized and empowered to sign this Agreement on behalf of the Company.

IN WITNESS WHEREOF, this Agreement has been executed by the Company as of the Grant Date in 2015 as set forth on the Grant Summary.

THE PRICELINE GROUP INC.

Darren Huston
Chief Executive Officer

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Exhibit 99.1

Exhibit 1

The Performance Share Unit number shall be determined in accordance with this Exhibit 1 if, prior to the Determination Date, a Change in Control occurs and/or the Participant’s Continuous Service terminates. If no Change in Control occurs or the Participant’s Continuous Service does not terminate prior to the Determination Date, the Performance Share Unit number shall be determined in accordance with the table in Section 1(l) hereof. Upon any date of determination before the Determination Date as set forth in the Agreement or in connection with a determination pursuant to Section 3(d) hereof, the Participant’s Performance Share Unit number shall be determined pursuant to this Exhibit 1 as of the most recent fiscal quarter for which the Company’s financial results have been publicly reported. Such Performance Share Unit number shall be equal to the product of (1) the Target Amount, multiplied by either (2)(a) the sole Mid-Period Vesting Factor under the column with the heading “Mid-Period Vesting Factor Ranges” in the chart below corresponding to the actual Cumulative Consolidated Adjusted EBITDA per applicable quarter for which the determination is made in the event there is no Vesting Factor Range or (b) if there is a Vesting Factor Range, the sum of (i) the lowest Mid-Period Vesting Factor in the applicable Mid-Period Vesting Factor Range corresponding to the actual Cumulative Consolidated Adjusted EBITDA per applicable quarter for which the determination is made, plus (ii) the ProRata Mid-Period Vesting Factor Increase.

The “ProRata Mid-Period VestingFactor Increase” means the quotient of (1) the excess of the actual Cumulative Consolidated Adjusted EBITDA over the lowest Cumulative Consolidated Adjusted EBITDA within the specified range per the applicable quarter for which the determination is made, divided by (2) the result of a fraction, the numerator of which is the difference between the lowest and highest Cumulative Consolidated Adjusted EBITDA within such specified range per the applicable quarter for which the determination is made, and the denominator of which is the difference between the lowest and highest specified Mid-Period Vesting Factor for such quarter.

[Table]

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EX-99.2

Exhibit 99.2

SECOND AMENDED AND RESTATED EMPLOYMENT CONTRACT

The undersigned:

BOOKING.COM HOLDING B.V., a private limited liability company (‘besloten vennootschap met

beperkte aansprakelijkheid’), having its registered office at Herengracht 597,1017 CE Amsterdam,

The Netherlands (‘Booking.com’);

THE PRICELINE GROUP INC., a U.S. corporation incorporated in the State of Delaware, having its headquarters at 800 Connecticut Avenue, Norwalk, Connecticut 06854 (‘Priceline’); and

Darren Huston (‘Employee’);

Whereas:

• Employee has been the Chief Executive Officer of, and employed by, Booking.com, which is a wholly-owned subsidiary of Priceline, since September 26, 2011, and has been the President and Chief Executive Officer of Priceline since January 1, 2014.

• Booking.com, Priceline, and Employee are currently parties to an Amended and Restated Employment Contract, dated January 1, 2014 (the ‘Prior Employment Contract’).

• To reflect the mutual agreements of Booking.com, Priceline and Employee related to Employee’s services to both Booking.com and Priceline, including certain changes to Employee’s compensation and benefits, the parties desire to amend and restate the Prior Employment Contract in its entirety.

• This Second Amended and Restated Employment Contract (this ‘Agreement’) shall supercede and completely replace the Prior Employment Contract effective as of January 1, 2015 (the ‘Effective Date’).

Booking.com, Priceline, and Employee hereby agree as follows:

1. Commencement, Term and Notice

1.1. This Agreement replaces and supersedes the Prior Employment Contract and is entered into for an indefinite period of time starting on the Effective Date (the ‘Employment Term’).

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1.2. This Agreement may be terminated by either party with due observance of the statutory notice period. Notice may be given in writing only.

1.3. This Agreement will end in any event without notice being required at the end of the month in which Employee reaches the pensionable age under the applicable pension agreement or under the General Old Age Pensions Act (‘Algemene Ouderdomswet’), whichever occurs first.

1.4. Any and all references to the Dutch Civil Code in this Agreement shall refer to the official, Dutch language version of the statute.

2. Change of Employment Terms

2.1. The provisions of this Agreement may be amended or waived only with the prior written consent of the Board of Directors of Priceline (the ‘Priceline Board’) and Employee.

3. Employee Manual

3.1. Employee acknowledges receipt of Booking.com’s Employee Manual and agrees that the provisions of the Employee Manual form an integral part of this Agreement so long as Employee is an employee of Booking.com. To the extent that the provisions of this Agreement are inconsistent with the provisions of the Employee Manual, the provisions of this Agreement will control and supersede those of the Employee Manual.

4. Position

4.1. Employee will hold the position of President and Chief Executive Officer of Priceline. As President and Chief Executive Officer of Priceline, Employee shall report directly to the Priceline Board and have such duties and authority, consistent with his position, to generally supervise and direct the business and affairs of Priceline and its subsidiaries.

4.2. Executive will also hold the position of Chief Executive Officer of Booking.com. As Chief Executive Officer of Booking.com, Employee shall have such duties and authority, consistent with his position, to generally supervise and direct the business and affairs of Booking.com.

4.3. Employee shall continue to be appointed asa managing director of Booking.com in accordance with the terms set forth in the Articles of Association of Booking.com (the ‘Articles’) and shall exercise his duties as managing director in accordance with the Articles (and the guidelines, if any, as determined by Booking.com’s general meeting of shareholders). For so long as Employee holds the position of Chief Executive Officer of Priceline, Priceline shall use its good faith efforts to nominate Employee for election to the Priceline Board and procure his election to the Priceline Board at any applicable meeting of stockholders held for the purpose of electing directors, and Employee hereby agrees to serve on the Priceline Board. Employee agrees that in the event his employment as Chief

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Executive Officer of Priceline is terminated, at the request of the Priceline Board, he shall immediately resign from the Priceline Board and any other positions held at the Company.

4.4. Employee will be a member of the Group Management Board, which is comprised of senior executives of the “Company” (as defined in Appendix A attached hereto) and oversees management of the consolidated entities of Priceline.

4.5. Subject to Employee’s prior consent (which shall not be unreasonably delayed, conditioned or withheld), Employee may be assigned to work for an affiliate of Priceline (in addition to Booking.com), and in such instance, Employee covenants that he, to the extent reasonable, will also perform duties other than those considered to be Employee’s usual duties.

4.6. Employee shall devote substantially all of his business time and efforts to the performance of his duties under this Agreement.

5. Working Hours and Work Place

5.1. The usual work week runs for 5 days, and Employee is expected to work at least 40 hours per week.

5.2. Employee covenants that, at the request of Priceline or Booking.com, Employee will work overtime whenever a proper performance of Employee so requires. Overtime is not separately paid or otherwise compensated for.

6. Compensation

6.1. Base Salary. During the Employment Term while Employee resides in The Netherlands, Employee will receive a gross monthly base salary of EUR 59,569.67 (the ‘Base Salary’), which shall be payable in equal installments in accordance with the usual payroll practices of Booking.com and shall be apportioned between Booking.com and Priceline within a reasonable period of time after the execution of this Agreement for purposes of, and in accordance with, applicable tax laws. The parties agree that the Base Salary described in the previous sentence is based on an annual salary of US$865,000 and an exchange rate of $1 = 0.8264 EUR as of January 1, 2015. The parties further agree that so long as the Base Salary is paid in Euros, the rate of pay shall be adjusted on each January 1 during the Employment Term to take into account the prevailing exchange rate. If Employee relocates to the United States during the Employment Term, then following such relocation, he will receive an annual salary at the rate of $865,000, to be paid in accordance with the regular payroll practices of Priceline. The Base Salary includes the statutory holiday allowance. Employee’s Base Salary shall be subject to annual review by the Priceline Board or the Compensation Committee of the Priceline Board (the ‘Compensation Committee’) during the Employment Term and may be increased from time to time by the Priceline Board or the Compensation Committee, but not decreased, unless the Priceline Board or Compensation

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Committee reduces the base salary in a proportionate amount for all senior executives of the Company.

6.2. Incentive Compensation. (a) During the Employment Term, Employee will be eligible to participate in any annual bonus plans that the Company may implement at any time during the Employment Term for senior executives of the Company. The grant of a bonus in any given year or during several years shall not create a precedent for any subsequent years. For purposes of this Agreement, a bonus in respect of services performed in a fiscal year will not be considered to be earned (a) until after the Priceline Board or a committee established thereunder has reviewed the Company’s performance and Employee’s performance in respect of such year (with such performance standards to be established after taking into consideration any reasonable suggestions provided by Employee) and has determined the amount of the bonus, if any, to be payable to Employee in respect of such year’s performance and (b) unless Employee remains employed with Booking.com or Priceline through the relevant payment date of such bonus; provided, however, that if Employee is still employed by the Company as of December 31 of any year, Employee shall be considered to have earned the bonus in respect of services performed in such year (to the extent the committee and/or the Priceline Board determines that such bonus would otherwise have been payable to Employee had Employee remained employed through the relevant payment date for such bonus) unless Employee’s employment is subsequently terminated by the Company for “Cause” (as defined in Appendix A attached hereto) or as a result of a termination by Employee of his employment with the Company without “Good Reason” (as defined in Appendix A attached hereto, except that clause (b) of such definition (pertaining to involuntary relocation) shall apply only in connection with a Change in Control (as defined in Appendix A) for purposes of this Article 6.2(a)). Furthermore, notwithstanding any provision herein to the contrary, any bonus that is considered earned pursuant to the immediately preceding sentence shall be paid to Employee at the same time as any similar bonus is paid to other senior executives of the Company, with a target payment date of March 15 of the fiscal year following the fiscal year in which the bonus is considered to have been earned, but in any event in the fiscal year following the fiscal year in which the bonus is considered to have been earned.

(b) Subject to Article 6.2, for the 2015 fiscal year, Employee’s “target” bonus percentage under Priceline’s annual bonus plan for such year shall be 250% of Employee’s Base Salary (on an annualized basis) and, for each fiscal year thereafter, Employee’s “target” bonus percentage under Priceline’s annual bonus plan for such year shall be reviewed by the Compensation Committee and shall not be decreased unless the Board or Compensation Committee reduces the “target” bonus percentage in a proportionate amount for all senior executives of the Company.

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6.3. Long-Term Compensation. During the Employment Term, Employee will be eligible to participate in any long-term incentive compensation plan generally made available to senior executives of the Company in accordance with and subject to the terms of such plan.

6.4. Employee Benefits. (a) During the Employment Term while Employee resides in The         Netherlands:

(i)     Employee shall be entitled to participate in the Aetna Global Benefits group insurance plan for full-time employees of the Company who reside outside of the United States (or any successor plan adopted by the Company for such employees).

(ii)    Employee shall be entitled to participate in all fringe benefit and perquisite programs generally provided to comparable senior executives of Booking.com who are located in Amsterdam, The Netherlands.

(iii)    Booking.com will pay for tax preparation assistance and tax planning advice for Employee, which shall be provided by KPMG or a different tax advisor as chosen by the Company.

(b)    In the event Employee relocates to the United States during the Employment Term and Employee is still the President and Chief Executive Officer of Priceline at the time of such relocation, he shall be entitled to participate in all such group insurance plans and fringe benefit and perquisite programs generally provided to comparable senior executives of Priceline after such relocation.

7. Expenses

7.1. Subject to Article 21.1, Booking.com will reimburse Employee’s reasonable expenses directly related to the performance of Employee’s work, provided such reimbursement may be made tax and social security premium free and provided itemized expense statements and original receipts are submitted in accordance with company policy.

7.2. Subject to Article 21.1, Booking.com shall reimburse Employee for all reasonable and customary relocation expenses incurred by Employee in connection with Employee’s relocation to the United States (at any such time that such relocation may occur during the Employment Term, or as provided in Articles 11.1, 11.2 and 11.3, or in the event of Employee’s voluntary resignation of service as Chief Executive Officer of Priceline after a minimum of four (4) years of service in such role so long as Executive has not accepted an offer of employment with any other company as of the date of resignation), provided that (a) except with respect to a relocation following an event described in Article 11.1, 11.2 or 11.3 or a voluntary resignation as described above, Employee is still the President and Chief Executive Officer of Priceline at the time of such relocation and (b) all itemized expense statements and original receipts are submitted in accordance with company policy.

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8. Travel Expenses

8.1. Subject to Article 21.1, travel expenses for commuting within Europe will be reimbursed in accordance with applicable tax rules up to an amount of EUR 0.19 per kilometer (the applicable rate in 2015) along the most customary route.

8.2. Booking.com shall increase the allowance under Article 8.1 of this Agreement in the event of an increase thereof under applicable tax law.

8.3. Subject to Article 21.1, for each calendar year during the Employment Term while Employee resides in The Netherlands, Booking.com shall reimburse Employee for car service expenses incurred by Employee while attending to the business and affairs of the Company during such year, including travel to and from locations directly related to the performance of Employee’s work, in an amount not to exceed EUR 75,000 per year.

9. Holidays

9.1. During the Employment Term, Employee will be entitled to 28 days of holiday (not including public holidays) each calendar year. If Employee works for only a part of the year, the number of days of holiday will be reduced pro rata.

9.2. Holidays are set by the Company after consultation with Employee (with the Company’s consent to Employee’s requested holiday schedule not to be unreasonably delayed, conditioned, or withheld).

9.3. To the extent practicable and subject to applicable law and Company policies, holidays generally must be taken in the year in which they are accrued.

10. Illness or Other Incapacity to Work

10.1. During the Employment Term while Employee resides in The Netherlands, if Employee is unable to perform work due to illness or any other medical incapacity, Employee is obliged to inform the Company as soon as practicable on the first day of illness or incapacity, stating the reasons for such illness or incapacity, the expected period of such illness or incapacity, and the address at which Employee may be reached during that period. As soon as work can be resumed, Employee will inform the Company thereof immediately.

10.2. As long as this Agreement is still in effect and Employee resides in The Netherlands, if Employee is unable to perform work due to illness or other medical incapacity, Employee will remain entitled to continued payment of (a) 100% of Employee’s Base Salary, but in no case less than the statutory minimum wage, for the first six (6) months of illness or incapacity, commencing on the first day of illness or incapacity, (b) 85% of Employee’s Base Salary, but in no case less than the statutory minimum wage, for the second six (6) months of illness or incapacity, commencing on the first day of the seventh month of illness or incapacity, and (c) 70% of Employee’s Base Salary, but in no case

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less than the statutory minimum wage, for the second year of illness or incapacity, commencing on the first anniversary of the first year of illness or incapacity.

10.3. For purposes of this Article 10, periods in which Employee is unable to perform work due to illness or other medical incapacity will be aggregated if they follow one another at intervals of less than four weeks.

10.4. Employee is not entitled to continued payment under the circumstances set out in Article 7:629 of the Dutch Civil Code.

10.5. Employee’s salary during illness or other medical incapacity will be reduced by financial benefits that Employee receives under any contractual insurance paid by the Company, statutory insurance and any other income earned by Employee for services performed by Employee for the Company.

10.6. If Employee’s illness or other incapacity to work ensues from an event for which a third party is liable, Employee shall provide the Company with all relevant information and do everything in Employee’s power to enable the Company to exercise its right of recourse pursuant to Article 6:107a of the Dutch Civil Code.

11. Payments Upon Termination

11.1. Death. If the Employment Term ends due to Employee’s death and if a bonus plan is in place at such time, Employee’s heirs are entitled to receive the product of (a) the target annual bonus for the fiscal year in which Employee dies, multiplied by (b) a fraction, the numerator of which is the number of days that Employee worked during the fiscal year in which Employee died, and the denominator of which is 365 (or 366 in a leap year). Such bonus shall be paid when such bonuses are paid to other executives of the Company, as applicable. In addition, if the Employment Term ends due to Employee’s death, the Company shall provide for(i) the continuation of Employee’s health benefits for Employee’s dependents at the same level and cost as if Employee were an employee of the Company for a period of twelve (12) months following the date of Employee’s death, provided that if the Company’s obligation to provide such coverage at the same level and cost would cause the Company to incur a tax or other penalty under applicable law (including, without limitation, Section 2716 of the United States Public Health Service Act), the Company shall instead, to the extent permitted by law, provide Employee’s dependents with taxable monthly payments in an amount such that the after-tax value of each payment is equal to the amount of such monthly premium that Employee’s dependents would be required to pay to continue such group health coverage for the period specified in this sentence,regardless of whether such coverage is available to Employee, and(ii) if Employee resides in The Netherlands at time of his death, the cost of reasonable relocation expenses of Employee’s immediate family to North America.

11.2. Termination Without Cause/For Good Reason. Subject to Articles 11.4, 11.5, and 11.6, if the Employment Term ends due to the termination of Employee’s employment with the Company as a

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result of a termination by the Company without “Cause” (as defined in Appendix A attached hereto) or as a result of a termination by Employee of his employment with the Company for “Good Reason” (as defined in Appendix A attached hereto, except that clause (b) of such definition (pertaining to involuntary relocation) shall not apply to terminations for “Good Reason” under this Article 11.2) and Article 11.3 does not apply, Employee shall be entitled to receive (a) in equal monthly installments over a period of twelve (12) months after his termination, an amount equal to two (2) times the sum of Employee’s Base Salary and target bonus, if any, for the year in which such termination occurs (provided, however, in the event that the Base Salary or target bonus, if any, has been decreased in the twelve months prior to the termination, the amount to be used shall be the highest Base Salary and target bonus, if any, during such 12-month period) (the ‘Non-Protection Period Severance Amount’); (b) continuation of group health, life and disability insurance benefits as if Employee were an employee of the Company, until the earlier of (i) twenty-four (24) months following such termination of employment or (ii) Employee’s eligibility for any such coverage under another employer’s or any other medical plan, provided that if the obligation to provide such coverage at the same level and cost would cause the Company to incur a tax or other penalty under applicable law (including, without limitation, Section 2716 of the United States Public Health Service Act), Employee shall instead, to the extent permitted by law, be provided with taxable monthly payments in an amount such that the after-tax value of each payment is equal to the amount of such monthly premium that Employee would be required to pay to continue such group health coverage for the period specified in this clause (b), regardless of whether such coverage is available to Employee; (c) the cost of reasonable relocation expenses to North America, if Employee still resides in The Netherlands at the time such termination of employment occurs; (d) with respect to each grant of shares of restricted common stock of Priceline (which, for purposes of clarity, are considered to include restricted stock units, performance share units, and other similar equity awards) that is made to Employee after the Effective Date and that remains outstanding as of the end of the Employment Term due to a termination of Employee’s employment under this Article 11.2, accelerated vesting with respect to a pro-rata portion of the total number of shares granted pursuant to the applicable award agreement based on the number of days during the relevant vesting period or performance period, as applicable, that Employee was employed with the Company, provided that with respect to any performance share unit award, the pro-rata portion of earned shares shall be determined by applying the applicable performance multiplier under the applicable award agreement as of the most recent fiscal quarter for which Priceline’s financial results have been publicly reported to the target number of shares awarded under such agreement; and (e) if a bonus plan is in place, Employee will be entitled to receive the product of (i) the target annual bonus for the fiscal year in which Employee is terminated, multiplied by (ii) a fraction, the numerator of which is the number of days that Employee worked during the fiscal year in which

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Employee is terminated, and the denominator of which is 365 (or 366 in a leap year). Such bonus shall be paid when such bonuses are paid to other executives of Priceline.

11.3. Termination Without Cause/For Good Reason in Connection with a Change in Control. (a) Subject to Articles 11.3(b), 11.4, 11.5, and 11.6, if the Employment Term ends due to the termination of Employee’s employment with the Company as a result of a termination by the Company without “Cause” or as a result of a termination by Employee of his employment with the Company for “Good Reason” that occurs on or within three years after the consummation of a Change in Control (as defined in Appendix A attached hereto) (the ‘Protection Period’), Employee shall be entitled to receive (i) a lump sum payment on the fifth day after such termination in an amount equal to three (3) times the sum of Employee’s Base Salary and target bonus, if any, for the year in which such termination occurs (provided, however, in the event that the Base Salary or target bonus, if any, has been decreased in the twelve months prior to the termination, the amount to be used shall be the highest Base Salary and target bonus, if any, during such 12-month period) (the ‘Protection Period Severance Amount’); (ii) continuation of group health, life and disability insurance benefits as if Employee were an employee of the Company, until the earlier of (A) thirty-six (36) months following such termination of employment or (B) Employee’s eligibility for any such coverage under another employer’s or any other medical plan, provided that if the obligation to provide such coverage at the same level and cost would cause the Company to incur a tax or other penalty under applicable law (including, without limitation, Section 2716 of the United States Public Health Service Act), Employee shall instead, to the extent permitted by law, be provided with taxable monthly payments in an amount such that the after-tax value of each payment is equal to the amount of such monthly premium that Employee would be required to pay to continue such group health coverage for the period specified in this clause (ii), regardless of whether such coverage is available to Employee; (iii) the cost of reasonable relocation expenses to North America, if Employee still resides in The Netherlands at the time such termination of employment occurs; (iv) with respect to each grant of shares of restricted common stock of Priceline (which, for purposes of clarity, are considered to include restricted stock units, performance share units, and other similar equity awards) that is made to Employee after the Effective Date and that remains outstanding as of the end of the Employment Term due to a termination of Employee’s employment under this Article 11.3, accelerated vesting with respect to a pro-rata portion of the total number of shares granted pursuant to the applicable award agreement based on the number of days during the relevant vesting period or performance period, as applicable, that Employee was employed with the Company, provided that with respect to any performance share unit award, the pro-rata portion of earned shares shall be determined by applying the applicable performance multiplier under the applicable award agreement as of the most recent fiscal quarter for which Priceline’s financial results have been publicly reported to the target number of shares awarded under such agreement;

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and (v) if a bonus plan is in place, Employee will be entitled to receive the product of (A) the target annual bonus for the fiscal year in which Employee is terminated, multiplied by (B) a fraction, the numerator of which is the number of days that Employee worked during the fiscal year in which Employee is terminated, and the denominator of which is 365 (or 366 in a leap year). Such bonus shall be paid when such bonuses are paid to other executives of Priceline.

(b)    Subject to Articles 11.4, 11.5, and 11.6, if (i) during the final twelve (12) months of the Protection Period, the Employment Term ends due to the termination of Employee’s employment with the Company as a result of a termination by the Company without “Cause” or as a result of a termination by Employee of his employment with the Company for “Good Reason” or (ii) the Change in Control that begins the Protection Period is not a “change in control” within the meaning of Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the ‘Code’), Employee shall be entitled to receive the Protection Period Severance Amount, but only in accordance with the following payment schedule: (A) the portion of the Protection Period Severance Amount equal to the Non-Protection Period Severance Amount shall be paid in equal installments in accordance with the Company’s normal payroll practices, commencing with the first pay period after such termination, over a period of twelve (12) months following the termination of Employee’s employment, and (B) the remaining portion of the Protection Period Severance Amount shall be paid in a lump sum in cash on the fifth day after such termination.

(c)    For purposes of this Agreement, if (i) the Employment Term ends prior to a Change in Control due to the termination of Employee’s employment with the Company as a result of a termination by the Company without “Cause” or as a result of a termination by Employee of his employment with the Company for “Good Reason”, (ii) such termination of employment (or the event giving rise to Executive’s termination of employment for Good Reason) occurred at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect a Change in Control or occurred at the request of any other Person in anticipation of a Change in Control and (iii) a Change in Control involving such third party (or a party competing with such third party to effectuate a Change in Control) or a Change in Control anticipated by such other Person does occur, then such termination shall be treated as having occurred during the Protection Period, Employee’s payments and benefits shall be treated as being payable under this Article 11.3, rather than under Article 11.2, and the Protection Period Severance Amount shall be paid as follows:

(A)    Subject to Articles 11.4, 11.5, and 11.6, if the Change in Control described in this Article 11.3(c) is a “change in control” within the meaning of Section 409A of the Code, the Protection Period Severance Amount, reduced by any amounts previously paid to Employee pursuant to Article 11.2(a), shall be paid in a lump sum in cash on the fifth day after such Change in Control.

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(B)    If the Change in Control described in this Article 11.3(c) is not a “change in control” within the meaning of Section 409A of the Code, the Protection Period Severance Amount shall be paid to Employee as follows : (I) the portion of the Protection Period Severance Amount equal to the Non-Protection Period Severance Amount that has not been paid to Employee pursuant to Article 11.2(a) as of the effective date of the Change in Control, if any, shall continue to be paid in accordance with Article 11.2(a), and (II) the remaining portion of the Protection Period Severance Amount shall be paid in a lump sum in cash on the fifth day after such Change in Control.

11.4. Mitigation. If the Agreement is rescinded pursuant to Article 7:685 of the Dutch Civil Code and the court awards compensation to Employee, or if a court awards any compensation as a result of proceedings on the basis of Article 7:681 of the Dutch Civil Code, the amount of such award shall be deducted from the amount of compensation to which Employee would be entitled pursuant to Article 11.1, Article 11.2 or Article 11.3 of this Agreement, whichever is applicable, in the event of Employee’s termination of employment as a result of his death, a termination without “Cause” or a termination for “Good Reason.”

11.5. Good Reason Notice. For purposes of this Agreement, a termination by Employee of his employment with the Company for “Good Reason” means a termination by Employee by written notice given to the Priceline Board within ninety (90) days after the occurrence of the Good Reason event, unless such circumstances are fully corrected by the Company prior to the date of termination specified in the “Notice of Termination for Good Reason.” A “Notice of Termination for Good Reason” shall mean a notice that indicates the specific termination provision in the definition of “Good Reason” set forth on Appendix A relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for a termination for “Good Reason.” The failure by Employee to set forth in the Notice of Termination for Good Reason any facts or circumstances which contribute to the showing of “Good Reason” shall not waive any right of Employee hereunder or preclude Employee from asserting such fact or circumstance in enforcing his rights hereunder. The Notice of Termination for Good Reason shall provide for a date of termination not less than thirty (30) nor more than sixty (60) days after the date such Notice of Termination for Good Reason is given.

11.6. Specified Employee Under Section 409A. Notwithstanding anything in this Agreement to the contrary, if Employee is a “specified employee” (within the meaning of Section 409A of the Code) and any payment made pursuant to this Agreement is considered to be a “deferral of compensation” (as such phrase is defined for purposes of Section 409A of the Code) that is payable upon Employee’s “separation from service” (within the meaning of Section 409A of the Code), then the payment date for those payments that would have otherwise been made in the first six months following Employee’s “separation from service” shall be the date that is the first business day of the

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seventh month after the date of Employee’s “separation from service” (determined in accordance with Section 409A of the Code) or upon Employee’s death, if earlier. In addition, if the event triggering Employee’s right to benefits or payments hereunder is Employee’s termination of employment, but such termination of employment does not constitute a “separation from service” within the meaning of Section 409A of the Code, then the benefits or payments hereunder payable by reason of such termination of employment that are considered to be a “deferral of compensation” under Section 409A of the Code shall not be paid upon such termination of employment, but instead, shall remain an obligation to Employee and shall be paid or provided to Employee upon the first to occur of the following events: (a) Employee’s “separation from service” (within the meaning of Section 409A of the Code); or (b) Employee’s death.

11.7. COBRA. Notwithstanding Articles 11.2(b) and 11.3(a)(ii), the first 24 months following the date of Employee’s termination of employment pursuant to Article 11.2 or 11.3 shall be considered to be the period during which Employee shall be eligible for continuation coverage under Section 4980B of the Code, unless an additional period of continuation coverage is required by applicable state law in a state in the United States in which Employee may reside at the time of termination.

12. Tax/Social Security Liability for Benefits

12.1. If one or more of the above benefits is subject to the levy of income tax and/or social security premiums under the Dutch Income Tax Act (‘Wet op de Loonbelasting’) and/or the Dutch social security laws, the relevant tax and social security premiums shall be borne by Employee.

12.2. The parties agree as follows with respect to the “30% tax ruling” that was secured for Employee, effective for the period starting September 1, 2011 and ending August 31, 2016, in accordance with the existing rules and regulations governing such rulings:

(a) If and insofar as Employee is eligible for a tax-free allowance for extraterritorial expenses by virtue of Chapter 4A of the Wage Tax Implementation Decree 1965 (the ‘30% tax ruling’), it is agreed that the salary for present employment with Booking.com will be reduced under employment law provisions in such a manner that 100/70 of the agreed salary for present employment with Booking.com equals the salary for present employment with Booking.com agreed originally.

(b) If and insofar as clause (a) is applicable, Booking.com pays Employee a tax-free allowance for extraterritorial expenses, which equals 30/70 of the salary from current employment thus agreed.

(c) Employee is aware of the fact that, in view of the relevant rules and regulations in force, amendment of the agreed salary under clause (a) may affect salary-related payments and benefits, such as pension payments and social security benefits.

(d) The 30% tax ruling may apply for a maximum of 10 years (in total).

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12.3. Notwithstanding any provision of this Agreement to the contrary, if the Employment Term ends due to the termination of Employee’s employment with the Company and any payment or benefit to be paid or provided hereunder would be a “Parachute Payment,” within the meaning of Section 280G of the Code, but for the application of this sentence, then the payments and benefits to be paid or provided hereunder shall be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes a Parachute Payment; provided, however, that the foregoing reduction shall be made only if and to the extent that such reduction would result in an increase in the aggregate payments and benefits to be provided to Employee, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, or any successor provision thereto, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income taxes). Any determinations required to be made under this Article 12.3 shall be made by Priceline’s independent accountants, which shall provide detailed supporting calculations both to Priceline and Employee within 15 business days of the date of termination or such earlier time as is requested by Priceline, and shall be made at the expense of Priceline. The fact that Employee’s right to payments or benefits may be reduced by reason of the limitations contained in this Article 12.3 shall not of itself limit or otherwise affect any other rights of Employee under this Agreement. In the event that any payment or benefit intended to be provided hereunder is required to be reduced pursuant to this Article 12.3 and no such payment or benefit qualifies as a “deferral of compensation” within the meaning of and subject to Section 409A of the Code (‘Nonqualified Deferred Compensation’), Employee shall be entitled to designate the payments and/or benefits to be so reduced in order to give effect to this Article 12.3. Priceline shall provide Employee with all information reasonably requested by Employee to permit Employee to make such designation. In the event that any payment or benefit intended to be provided hereunder is required to be reduced pursuant to this Article 12.3 and any such payment or benefit constitutes Nonqualified Deferred Compensation or Employee fails to elect an order in which payments or benefits will be reduced pursuant to this Article 12.3, then the reduction shall occur in the following order: (a) reduction of the reimbursement payments described in Article 11.2(c), (b) reduction of any benefits described in 11.2(b) or Section 11.3(a)(ii), whichever is applicable, (c) reduction of cash payments described in Article 11.2(a) or Section 11.3(a)(i), whichever is applicable (with such reduction being applied to the payments in the reverse order in which they would otherwise be made, that is, later payments shall be reduced before earlier payments); and (d) cancellation of acceleration of vesting of the 2012 PSU Grant as described in Article 11.2(d). Within any category of payments and benefits (that is, (a), (b), (c) or (d)), a reduction shall occur first with respect to amounts that are not Nonqualified Deferred Compensation within the meaning of Section 409A of the Code and then with respect to amounts that are. In the event that acceleration of vesting of equity awards is to be cancelled, such

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acceleration of vesting shall be cancelled in the reverse order of the date of grant of such equity awards, that is, later equity awards shall be canceled before earlier equity awards.

12.4. If, at any time, Employee shall, as a result of foreign tax requirements, have an aggregate income (or wage) tax liability with respect to any payments made under this Agreement that is greater than the income tax liability that Employee would have otherwise had if he were only subject to income tax in the United States for such period, Booking.com or Priceline will make additional cash payments to Employee so that on an after-tax basis, Employee is made whole for such additional tax liability (the ‘Tax Equalization Payment’) for each tax year affected by this Agreement. The Tax Equalization Payment shall be made within thirty (30) days following the filing of Employee’s tax return for the applicable tax year.

13. Confidentiality

13.1. Except in the course of employment and consistent with the good faith performance of his duties and responsibilities to the Company, neither during the Employment Term nor upon termination thereof, may Employee inform any third party in any form, directly or indirectly, of any particulars concerning or related to the businesses conducted by the Company thathave not otherwise become public knowledge (other than by acts of Employee or his representative in violation of this Agreement), regardless of whether such information includes any reference to its confidential nature or ownership and regardless of how Employee learned of the particulars.

13.2. Notwithstanding the provisions of Article 7:650(3), (4) and (5) of the Dutch Civil Code, if Employee violates Article 13.1, Employee will forfeit to the Company an immediately due and payable penalty of EUR 30,000 for each violation, as well as a penalty of EUR 5,000 for each day the violation continues, without prejudice to the Company’s right to claim full compensation instead of such penalties.

14. Non-Competition

14.1. During the Employment Term and for a period of twelve (12) months following the later of (a) the date on which Employee’s employment with the Company terminates and (b) the date on which Employee ceases to serve on the Priceline Board, Employee may not, without the Priceline Board’s prior written consent:

(a) engage in any activities that in any way, directly or indirectly, compete with the Company or any of their affiliates anywhere in the world, including, without limitation, the research into, development or provision of any online or call centre accommodation booking or reservation services, nor establish, conduct (alone or with others) or cause the conduct of any competing business, which shall include, but not be limited to, (i) Expedia, Hotels.com, Hotwire, Venere, and Trivago; (ii) Sabre Group and Travelocity; (iii) Lastminute.com plc; (iv)

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Travelport, including, without limitation, Orbitz, CheapTickets, Lodging.com, the Neat Group and Galileo; (v) the following on-line travel aggregators: Mobissimo, Inc. (owner and operator of the website Mobissimo.com), Cheapflights Limited (owner and operator of the website Cheapflights.com), Farechase, Tripadvisor, or any substantially similar online travel search business; (vi) C-trip; (vii) Wotif; (viii) HRS, (ix) Roomkey; (x) Google; and (xi) the online travel search businesses of MSN, AOL and Yahoo!, nor take any interest in or be employed in any way whatsoever by such business, whether or not for consideration; provided, however, that it shall not be considered a breach of this Article 14.1 if Employee seeks or accepts employment as a senior executive with a Fortune 500 company whose online travel search business accounts for less than 10% of its annual gross revenue (other than Google) and such position does not involve the direct management of such search business;

(b) directly or indirectly induce employees of the Company to terminate their employment with the Company; or

(c) directly or indirectly, solicit, assist in soliciting, accept or facilitate the acceptance of the custom or business of firms that, or individuals who, were clients or customers of, or had other business relations with, the Company in a manner that competes with the business of the Company and where such firm or individual is one with whom Employee had material dealings at the time of termination, or at any time during the 2 year period preceding termination, even if such solicitation or contact is initiated by such clients, customers or other business relations;

14.2. During the Employment Term and for an indefinite period after termination, Employee may not, without the prior written consent of Priceline:

(a) in relation to any contract or arrangement the Company has with any supplier for the supply of goods and services, for the duration of such contract or arrangement, directly or indirectly, interfere with the supply of such goods or services from any supplier, nor, directly or indirectly, induce any supplier to cease or decline to supply such goods or services to the Company; or

(b) make any statements, written or oral, which disparage or defame the goodwill or reputation of the Company or any of their directors or senior officers the Company, in public or in a manner that is intended to become public.

14.3. During the Employment Term and for an indefinite period after termination, the Company agrees that it shall use commercially reasonable efforts to cause the individual members of the Priceline Board and the senior executives of the Company to not make any statements, written or oral, which disparage or defame the reputation of Employee in public or in a manner that is intended to become public.

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14.4. Notwithstanding the provisions of Article 7:650(3), (4) and (5) of the Dutch Civil Code, if Employee violates Article 14.1 or Article 14.2(a) of this Agreement, Employee will forfeit to the Company an immediately due and payable penalty of EUR 30,000 for each violation, as well as a penalty of EUR 5,000 for each day the violation continues, without prejudice to the right of the Company to claim full compensation instead of such penalties.

14.5. Upon each breach of Article 15.1 of this Agreement, the period referred to therein will be extended by the duration of such breach.

15. Sidelines

15.1. During the Employment Term, without the prior written consent of the Priceline Board, Employee will not perform any other work whether paid or unpaid, nor will Employee, alone or with others, directly or indirectly, establish or conduct a business that is competitive with the Company’s business, whatever its form, or take any financial interest in or perform work for such business, whether or not for consideration.

15.2. During the Employment Term, Employee must refrain from undertaking or holding any sidelines or additional posts, such as committee work, managerial or other activities for organizations of an idealistic, cultural, sporting, political or other nature, whether or not for consideration, without the prior written consent of the Priceline Board. Notwithstanding the foregoing, unless the Priceline Board shall determine otherwise, Employee may serve as a member of the board of directors of DeVry, Inc.

16. Return of Property

16.1. Upon the end of the Employment Term, Employee shall immediately return to the Company all property belonging to the Company, including materials, documents and information copied in any form whatsoever.

17. Intellectual and Industrial Property Rights

17.1. All intellectual property rights, including, but not limited to, patent rights, design rights, copyrights and neighbouring rights, database rights, trademark rights, chip rights, trade name rights and know how, ensuing, during or after this employment contract, in The Netherlands or abroad, from the work performed by Employee under this Agreement (collectively: ‘Intellectual Property Rights’) will exclusively vest in Priceline or Booking.com, as applicable.

17.2. Insofar as any Intellectual Property Rights are not vested in Priceline or Booking.com by operation of law, Employee covenants that Employee, at first request of Priceline or Booking.com, will transfer to Priceline or Booking.com, as applicable, and, insofar as possible, hereby transfers those

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rights to Priceline or Booking.com, as applicable, which transfer is hereby accepted by Priceline and Booking.com.

17.3. Insofar as any Intellectual Property Rights are not capable of being transferred from Employee to Priceline or Booking.com, as applicable, Employee hereby grants Priceline or Booking.com, as applicable, the exclusive, royalty free, worldwide, perpetual right, with the right to grant sublicenses, to use the Intellectual Property Rights in the broadest way, which right is hereby accepted by Priceline and Booking.com.

17.4. Insofar as any personal rights vest in Employee, and insofar as permitted by law, Employee hereby waives all of Employee’s personal rights, including, without limitation, the right to have one’s name stated pursuant to the Dutch Copyright Act 1912 (‘Auteurswet 1912’).

17.5. Employee shall promptly disclose all works, inventions, information, Intellectual Property Rights and other results from the work performed by Employee under this Agreement to Priceline and Booking.com.

17.6. Employee shall upon the request of Priceline or Booking.com, during or after the Employment Term, perform all acts that may be necessary in order to record the Intellectual Property Rights in the name of Priceline or Booking.com, as applicable, with any competent authority in the world. Reasonable costs thereof will be borne by Priceline or Booking.com.

17.7. In case Employee, for any reason, is unable to provide the cooperation in accordance with Articles 17.2 and 17.6 of this Agreement, Employee hereby grants each of Priceline and Booking.com irrevocable power of attorney to represent Employee with respect to the assignment and registration of Intellectual Property Rights referred to in Articles 17.2 and 17.6 of this Agreement.

17.8. Employee acknowledges that Employee’s salary includes reasonable compensation for the loss of intellectual and industrial property rights, as provided above in this Article 17.

18. Indemnification

18.1. Priceline, and each of its subsidiaries, if applicable, shall each indemnify and hold harmless Employee to the fullest extent permitted by law for any action or inaction of Employee while serving as an officer and director of Priceline and/or such subsidiary, or, at the Company’s request, as an officer or director of any other entity or as a fiduciary of any benefit plan. Priceline shall each cover Employee under directors and officers’ liability insurance both during and, while potential liability exists, after the Employment Term in the same amount and to the same extent as the entity covers its other executive officers and directors.

19. Applicable Law

19.1. This Agreement and its Appendix A shall be governed by the laws of The Netherlands; provided, however, that upon Employee’s relocation to the United States as Chief Executive Officer of

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Priceline, the parties agree that this Agreement and its Appendix A, if still in effect, shall be governed by the laws of the State of Connecticut and the following provisions shall no longer apply: Articles 1, 3, 10, 12.1 and 12.2.

20. Complete Agreement

20.1. Except as expressly set forth herein, this Agreement embodies the complete agreement and understanding between the parties with respect to the subject matter hereof and effective as of its date supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or oral, including the Prior Employment Contract, which may have related to the subject matter hereof in any way; provided, however, that this Agreement shall not supersede any equity award agreement, clawback policy, or non-competition, non-solicitation or confidentiality agreement that Employee entered into with the Company prior to the Effective Date Furthermore, any agreement entered into with the Company after the Effective Date shall not supersede this Agreement unless such subsequent agreement expressly states that it supersedes this Agreement.

20.2. Employee hereby confirms that, as of the date hereof, he is not subject to a non-competition, non-solicitation and/or any other agreement with any previous employer that would prohibit, restrict or otherwise limit in any way whatsoever Employee’s ability to be employed by the Company and/or to perform any activities for the Company (an ‘Impermissible Restrictive Covenant’). If the Company discovers after the date hereof that Employee is subject to an Impermissible Restrictive Covenant, the Company reserves the right to terminate Employee’s employment with the Company for “cause” as defined in article 7:678 of the Dutch Civil Code, effective immediately.

21. Section 409A of the U.S. Internal Revenue Code

21.1. Notwithstanding the foregoing, if any reimbursements or in-kind benefits provided by Priceline or Booking.com under this Agreement would constitute deferred compensation for purposes of Section 409A of the Code, such reimbursements or in-kind benefits shall be subject to the following rules: (a) the amounts to be reimbursed, or the in-kind benefits to be provided, shall be determined pursuant to the terms of the applicable benefit plan, policy or agreement and shall be limited to Employee’s lifetime and the lifetime of Employee’s eligible dependents; (b) the amounts eligible for reimbursement, or the in-kind benefits provided, during any calendar year may not affect the expenses eligible for reimbursement, or the in-kind benefits provided, in any other calendar year; (c) any reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (d) Employee’s right to an in-kind benefit or reimbursement is not subject to liquidation or exchange for cash or another benefit.

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21.2. Each payment under this Agreement shall be considered a separate payment and not one of a series of payments for purposes of Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code so that the income inclusion provisions of Section 409A(a)(1) do not apply to Employee. This Agreement shall be administered in a manner consistent with this intent. Reference to Section 409A of the Code is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any regulations, or any other formal guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service. Notwithstanding any other provision of this Agreement to the contrary, the Company is not obligated to guarantee any particular tax result for Employee with respect to any payment provided hereunder.

22. Assignment

22.1. This Agreement shall not be assignable by Employee. This Agreement shall be assignable by Priceline or Booking.com only to an acquirer of all or substantially all of the assets of Priceline or Booking.com, provided such acquirer promptly assumes all of the obligations hereunder of Priceline or Booking.com in a writing delivered to Employee and otherwise complies with the provisions hereof with regard to such assumption.

23. Survivorship

23.1. The respective rights and obligations of the parties hereunder shall survive any termination of Executive’s employment to the extent necessary to the agreed preservation of such rights and obligations.

Drawn up in duplicate originals and signed in The Netherlands on March 5, 2015.

/s/ Rutger Prakke         /s/ Darren Huston        

Booking.com Holding B.V.            Darren Huston

/s/ Daniel J. Finnegan        

The Priceline Group Inc.    

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APPENDIX A

For purposes of this Agreement, the following terms have the following meanings where they appear in the Agreement:

“Affiliate” shall mean an affiliate of the Company, as defined in Rule 12b-2 promulgated under Section 12 of the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”);

“Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act;

“Cause” shall mean, in addition to those items enumerated in article 7:678 of the Dutch Civil Code, (a) willful misconduct by Employee with regard to the Company which has a material adverse effect on the Company, which is not cured within ten (10) days after written notice thereof to Employee; (b) the willful refusal of Employee to attempt to follow the proper written direction of the Priceline Board, which is not cured within ten (10) days after written notice thereof to Employee, provided that the foregoing refusal shall not be “Cause” if Employee in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (c) substantial and continuing willful refusal by Employee to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to Employee by the Board which specifically identifies the manner in which it is believed that Employee has substantially and continually refused to attempt to perform his duties hereunder, which is not cured within ten (10) days after written notice thereof to Employee; or (d) Employee being convicted of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this definition, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, by Employee in bad faith and without reasonable belief that his action or omission was in the best interest of the Company.

“Change in Control” shall mean the occurrence of any one of the following events:

(i)    any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing thirty-five percent (35%) or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that the event described in this paragraph (i) shall not be deemed to be a Change in Control if such event results from the acquisition of Company Voting Securities pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii) below);

(ii)    individuals who, on the Effective Date, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board; provided, however, that any person becoming a director subsequent to the Effective Date, whose election or nomination for election was approved (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) by a vote of at least two-thirds of the directors who were, as of the date of such approval, Incumbent Directors, shall be an Incumbent Director; provided, further, that no individual initially appointed, elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to the election or removal of directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;

(iii)    the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving (A) the Company or (B) any of its wholly owned subsidiaries pursuant to which, in the case of this clause (B), Company Voting Securities are issued or issuable (any event described in the immediately preceding clause (A) or (B), a “Reorganization”) or the sale or other disposition of all or substantially all of the assets of the Company to an entity that is not an Affiliate of the Company (a “Sale”), unless immediately following such Reorganization or Sale: (1) more than 50% of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of

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(x) the Company (or, if the Company ceases to exist, the entity resulting from such Reorganization), or, in the case of a Sale, the entity which has acquired all or substantially all of the assets of the Company (in either case, the “Surviving Entity”), or (y) if applicable, the ultimate parent entity that directly or indirectly has Beneficial Ownership of more than 50% of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of the Surviving Entity (the “Parent Entity”), is represented by Company Voting Securities that were outstanding immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Reorganization or Sale), (2) no Person is or becomes the Beneficial Owner, directly or indirectly, of 35% or more of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of the outstanding voting securities of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) and (3) at least a majority of the members of the board of directors (or similar officials in the case of an entity other than a corporation) of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) following the consummation of the Reorganization or Sale were, at the time of the approval by the Board of the execution of the initial agreement providing for such Reorganization or Sale, Incumbent Directors (any Reorganization or Sale which satisfies all of the criteria specified in (1), (2) and (3) above being deemed to be a “Non-Qualifying Transaction”); or

(iv)    the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, if any Person becomes the Beneficial Owner, directly or indirectly, of 35% or more of the combined voting power of Company Voting Securities solely as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding, such increased amount shall be deemed not to result in a Change in Control; provided, however, that if such Person subsequently becomes the Beneficial Owner, directly or indirectly, of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities Beneficially Owned by such Person to a percentage equal to or greater than 35, a Change in Control of the Company shall then be deemed to occur.

“Company” shall mean The Priceline Group Inc. and its subsidiaries and affiliates, including Booking.com; provided that for purposes of the definition of “Affiliate,” “Change in Control” and “Person,” “Company” shall mean The Priceline Group Inc. or any holding company resulting from an internal holding company reorganization.

“Good Reason” shall mean, in addition to those items enumerated in article 7:679 of the Dutch Civil Code as “cause” for Employee, any of the following actions without Employee’s consent: (a) a material diminution in Employee’s authority, duties or responsibilities, which shall not include Employee ceasing to be Chief Executive Officer of Booking.com so long as Employee continues to serve as Chief Executive Officer of Priceline, or the assignment to Employee of duties or responsibilities that are inconsistent with Employee’s then position, (b)(i) relocation of Priceline’s office in Norwalk, Connecticut to a location more than thirty-five (35) miles further from Employee’s residence in the United States at the time of such relocation, if Employee regularly commutes to such office at the time of such relocation, or (ii) relocation of Booking.com’s office in The Netherlands to a location more than thirty-five (35) miles further from Employee’s residence in The Netherlands at the time of relocation, if Employee regularly commutes to such office at the time of such relocation, (c) any material breach by Priceline or Booking.com of the Agreement or any other employment agreement in effect at any time between Priceline or Booking.com and Employee, (d) a failure by the Company to continue Employee as a participant in any bonus plan, program or arrangement in which Employee is entitled to participate during the Employment Term, or (e) a failure of any successor to Priceline or Booking.com (whether direct or indirect and whether by merger, acquisition, consolidation or otherwise) to assume in a writing delivered to Employee upon the assignee becoming such, the obligations of Priceline or Booking.com hereunder. For the avoidance of doubt, “Good Reason” shall not include the relocation of Employee’s residence from The Netherlands to the United States while he serves as Chief Executive Officer of Priceline, including a request or requirement by the Priceline Board that Employee so relocate.

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“Person” shall have the meaning set forth in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (1) the Company or any of its subsidiaries, (2) a trustee or other fiduciary holding securities under an employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries, (3) an underwriter temporarily holding securities pursuant to an offering of such securities, (4) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of shares of Common Stock or (5) Executive or any group of persons including Executive (or any entity controlled by Executive or any group of persons including Executive).

EX-99.3

Exhibit 99.3

March 5, 2015

Mr. Christopher L. Soder

c/o priceline.com LLC

800 Connecticut Avenue

Norwalk, CT 06854

Dear Chris:

This letter confirms the transition of your employment from Chief Executive Officer of priceline.com LLC (the “Company”) to Chairman of the Company, effective as of April 1, 2015 (the “Transition Date”) and serves to set forth certain terms relating to such transition.

1.Position and Term of Employment. From the Transition Date until March 5, 2016 (unless you and the Company mutually agree to extend the employment period or your employment is terminated for any reason prior to March 5, 2016), you will serve as Chairman of the Company. You agree that the change in position will not constitute a “Termination for Good Reason” (as defined in the Amended and Restated Employment Agreement, dated as of December 18, 2008, between priceline.com Incorporated (now known as The Priceline Group Inc.) and you (the “Employment Agreement”)). From the Transition Date until April 30, 2015, your duties will include aiding the Company’s transition to a new Chief Executive Officer of the Company (the “Incoming CEO”) by meeting with key business suppliers, attending business reviews and performing other tasks related to such transition. From May 1, 2015 until March 5, 2016 (or such later date as you and the Company mutually agree) (the “Transition Period”), while you are employed by the Company, your duties will include (but will not be limited to) (a) making yourself available to the Incoming CEO for questions related to the business of the Company, (b) assisting the Company (including the legal department of the Company and/or The Priceline Group Inc. (“Priceline”)), its advisors and its legal counsel with the following tasks with respect to any litigation that is pending against the Company and any claim or action that may be filed against the Company in the future: (i) editing and formulating discovery responses, declaration and affidavits, including obtaining signatures as needed, (ii) addressing any factual issues that might arise in connection with discovery responses, declarations or briefs, (iii) participating in depositions and testifying at trial (including preparation for depositions and testimony) and (iv) providing background information for such litigation on an as needed basis, and (c) performing any additional tasks that are reasonably requested by the Incoming CEO or other executive officers of the Company or Priceline.

2.Compensation and Benefits. From the Transition Date until March 5, 2016, you will be entitled to the following compensation and benefits:

(a)Base Salary. From the Transition Date until April 30, 2015, you will receive a base salary at the annual rate of $360,000, and during the Transition Period (or until such date prior to March 5, 2016 if your employment is terminated for any reason before the end of the Transition Period), you will receive

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a base salary at the annual rate of $50,000. Your base salary shall be payable in installments in accordance with the regular payroll practices of the Company.

(b)Benefits. You will continue to participate in all benefit plans and arrangements provided to comparable senior executives of the Company (other than the Company’s long-term incentive compensation plan for 2015 or 2016).

(c)Annual Bonus. You will also be eligible to receive a target annual bonus in an amount equal to $291,333.33, which is equal to 190% of your base salary for fiscal year 2015 (taking into account the decrease in salary effective May 1, 2015), if you are employed on the date on which bonus amounts for fiscal year 2015 are paid to other senior executives of the Company (the “Bonus Payment Date”), which bonus shall be paid on the Bonus Payment Date; provided, however, that if you are terminated for any reason other than for Cause prior to the Bonus Payment Date, you will be eligible to receive a pro-rata bonus for the 2015 fiscal year in an amount equal to the sum of (i) the product of (A)190% of your base salary from January 1, 2015 to April 30, 2015, multiplied by (B) a fraction, the numerator of which is the number of days of the 2015 fiscal year during which you were employed by the Company through April 30, 2015, and the denominator of which is the number of days from January 1, 2015 to April 30, 2015, plus (ii) the product of (A) 190% of your base salary from May 1, 2015 to December 31, 2015, multiplied by (B) a fraction, the numerator of which is the number of days of the 2015 fiscal year during which you were employed by the Company from May 1, 2015 to December 31, 2015, and the denominator of which is the number of days from May 1, 2015 to December 31, 2015. For purposes of this Section 2(c), “Cause” means (1) willful misconduct by you with regard to the Company which has a material adverse effect on the Company, (2) your willful refusal to attempt to follow the proper written direction of the Board of Directors of the Company (the “Board”) or a more senior executive of the Company, provided, however, that your refusal shall not be “Cause” if you in good faith believe that such direction is illegal, unethical or immoral and so notify the Board or the more senior executive (as applicable), (3) your substantial and continuing willful refusal to attempt to perform the duties required of you hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to you by the Board or a more senior executive of the Company which specifically identifies the manner in which it is believed that you have substantially and continually refused to attempt to perform your duties hereunder or (4) your being convicted of a felony (other than a felony involving a traffic violation or as a result of vicarious liability).

(d)Business Expense Reimbursement. The Company will reimburse you for the travel, entertainment and other business expenses incurred by you in the performance of your duties, in accordance with the Company’s expense reimbursement policies as in effect from time to time; provided, however, that such expenses must be paid no later than the last day of the calendar year following the calendar year in which such expenses were incurred and furtherprovided that in no event will the amount of expenses so reimbursed in one taxable year affect the amount of expenses eligible for reimbursement in any other taxable year.

For the avoidance of doubt, you will no longer be entitled to any severance protection when the Transition Period ends or if your employment with the Company terminates for any reason prior to the end of the Transition Period.

3.Equity Awards. Your Performance Share Unit award, granted on March 4, 2013 (the “2013 PSUs”), will continue to vest in accordance with the terms of Priceline’s 1999 Omnibus Plan (as amended and restated) (the “Equity Plan”) and the award agreement pursuant to which the 2013 PSUs were granted (the “2013 Award Agreement”); provided, however, that the 2013 Award Agreement shall be amended to (a) provide

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for accelerated vesting in the event that the Company terminates your employment without “Cause” (as defined in the Equity Plan) prior to March 5, 2016 and (b) remove a termination on account of “Good Reason” (as defined in the 2013 Award Agreement) as a vesting trigger under the 2013 Award Agreement. You agree to forfeit all other outstanding equity awards (including the Performance Share Unit award granted in 2014) and will not be entitled to receive an equity award under the Equity Plan in 2015.

4.Affirmation of Confidentiality, Non-Competition and Non-Solicitation Obligations and Incentive-Based Compensation Clawback Policy. You acknowledge that (a) the Non-Competition and Non-Solicitation Agreement, dated February 25, 2013, between Priceline and you (the “Non-Competition Agreement”) and (b) your consent, dated February 28, 2013, to Priceline’s Incentive-Based Compensation Clawback Policy remain in effect after the Transition Date in accordance with their terms. For the avoidance of doubt, the term “Restriction Period” in the Non-Competition Agreement means the period ending on the first anniversary of the cessation of your employment as Chairman of the Company.

5.Indemnification. The Company agrees to indemnify you and hold you harmless to the fullest extent permitted by law for any action or inaction by you while serving as an officer or director of the Company or, at the Company’s request, as an officer or director of any other entity or as a fiduciary of any benefit plan. The Company shall cover you under directors and officers’ liability insurance after the Transition Date in the same amount and to the same extent as the Company covers its other officers and directors.

6.Governing Law. This letter shall be governed by and construed in accordance with the laws of the State of Delawarewithout reference to principles of conflict of laws. Furthermore, the Company may, without your consent, assign its rights and obligations under this letter, and the terms of this letter shall be fully enforceable by any such assignee.

7.Complete Agreement. This letter contains the entire understanding of the parties with respect to your employment with the Company or any affiliate of the Company and supersedes any prior agreements between you and the Company or an affiliate of the Companywhich may have reflected the subject matter hereof in any way (including, without limitation, the Employment Agreement); provided, however, that the rights and obligations of the parties under Section 11 of the Employment Agreement will remain in effect in accordance with their terms.

If you agree with the foregoing, please sign and date the enclosed copy of this letter in the space indicated below.

Warm regards,

/s/ Bryan Lewis

Bryan Lewis

Acknowledged and Accepted:

/s/ Christopher L. Soder    

Christopher L. Soder

Date: March 5, 2015